Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
AGREEMENT TO SELL SHARE IN PARTNERSHIP
THIS AGREEMENT OF SALE is made the ______ day of ____________ in the year 20____,
BETWEEN Shri ____________________, aged about ______ years, son of ____________________, resident of ____________________________________ (hereinafter called the "Seller") of the one part;
AND Shri ____________________, aged about ______ years, son of ____________________, resident of ____________________________________ (hereinafter called the "Purchaser") of the other part.
WHEREAS the Seller and the Purchaser, under a deed of partnership dated ____________, were and are till date partners in the business known as ____________________, run on and from ____________;
AND WHEREAS the Seller was the financing partner, and all machinery, tools and finances, including the premises in which the firm and factory were housed, belonged to and had been provided to the partnership by the said Seller;
AND WHEREAS the Seller is desirous of retiring from the said business, and the Purchaser, although keen to purchase the share of the Seller, has no finances immediately available to do so.
NOW, THEREFORE, THIS AGREEMENT WITNESSES as under:
1. That the Seller and the Purchaser have together valued the assets and liabilities, book debts, credits, stocks, outstandings, goodwill and the market value of the premises in which the business and factory are housed; and both are agreed that the share of the Seller in the said partnership is of the value of Rs. ____________, as detailed below:
Seller's share in the goodwill: Rs. ____________
Seller's share in the remaining assets, after taking into account all liabilities: Rs. ____________
Value of the building and premises: Rs. ____________
Total: Rs. ____________
2. That by this deed the partnership existing between the Seller and the Purchaser, under deed of agreement dated ____________, is hereby dissolved, and no party owes to the other anything in regard to the said dissolved partnership. All book debts and credits, whether due from the partnership or by the partnership, shall on and from the date hereof be paid or realisable by the Purchaser, who assumes full responsibility and acquires full rights thereto. The Seller shall not have to pay, nor have the right to realise, any sums of money due from or to the partnership.
3. That by virtue of this agreement the Purchaser acquires the right to purchase, free of all encumbrances, and the Seller shall be bound to sell, free of all encumbrances, his entire share in the said dissolved partnership, at the agreed price of Rs. ____________, in the manner and within the period hereinafter agreed.
4. That in consideration of this agreement, the Purchaser has this day paid to the Seller the sum of Rs. ____________, which sum the Seller hereby acknowledges as having received; and the balance, amounting to Rs. ____________, the Purchaser shall pay in instalments of Rs. ____________ every month, on or before the 15th of each month, till final liquidation. The entire sum is to be liquidated not later than two years from the date hereof.
This is a preview. The full template is free on GitLaw.
About this template
What is this template?
This document is a combined dissolution deed and asset sale agreement for a partnership. It contains specific schedules for immovable property and machinery, and it explicitly provides for the forfeiture of a deposit if the buyer defaults on payments. It is not a simple share transfer form as it includes land and building conveyance obligations.
When should you use it?
Use this document when one partner is buying out another and the payment will be made in installments rather than a lump sum. If the business is a corporation rather than a partnership, use a Share Purchase Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Valuation of Assets | Lists the agreed values for goodwill, assets minus liabilities, and the building premises totaling a specific Rupees amount. |
| 2 | Dissolution of Partnership | Dissolves the partnership and transfers all responsibility for book debts and credits to the Purchaser from the date of the agreement. |
| 4 | Purchase Price and Payment | Specifies an initial payment and monthly installments due by the 15th of each month, with full liquidation required within two years. |
| 5 | Execution of Sale Deed | Obliges the Seller to register a sale deed for the building and premises once the final installment is paid. |
| 6 | Licensee Status | Grants the Purchaser possession of machinery and premises as a licensee, which is revocable if two installments are missed. |
| 8 | Consequences of Default | Permits the Seller to forfeit the initial payment and demand surrender of assets within 30 days of license revocation. |
Who it's for
- a partner in an Indian firm retiring and selling their entire interest to the remaining partner
- a business owner selling factory premises and machinery as part of a partnership exit
- parties requiring a structured two-year installment plan for a business buy-out
- partners seeking to dissolve a firm while transferring all liabilities and assets to one party
How long it runs and how it's signed
How long
Runs until the work is done
Stated duration
two years
Signed by
Seller, Purchaser
Witness
Required
Notarisation
Not required
Also needed
stamp duty payable; registration of sale deed; company seal not required
Law it's drafted under
Governed by
Indian Stamp Act, 1899
Categories
Jurisdiction
India
Document info
GitLaw document. Document created on Fri Jun 26th, 2026. Last updated on Thu Jul 9th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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